Dechert hires tax-exempt organizations lawyer, Michael Lehmann, from Manatt, Phelps & Phillips

Dechert LLP has announced that Michael A. Lehmann has joined the firm as a partner in the International and Domestic Tax group. Lehmann, who will be resident in the firm’s New York office, was most recently a partner at Manatt, Phelps & Phillips LLP.

“Michael is a wonderful addition to our tax group. His highly developed practice will be of great benefit to our clients,” said Daniel Dunn, chair of Dechert’s tax practice.

Lehmann is an experienced tax and tax-exempt organizations lawyer with 25 years of private practice covering virtually every aspect of New York State and Delaware corporate and federal, state and local tax law relevant to tax-exempt organizations, and substantial experience with overall federal income tax law.

“I’m very pleased to join this dynamic and well-rounded team at such a highly respected firm,” said Lehmann. “My practice fits very well with the firm’s strengths in the financial and healthcare sectors as well as its future goals.”

Significant Representations

• Advised many not-for-profit organizations in connection with mergers of not-for-profit corporations, acquisitions of other non-profits corporations, consolidations and combinations of not-for-profit corporations and conversions of type of organization utilizing a variety of creative and innovative structures tailored to the specifics of the organizations involved.
• Represented numerous not-for-profit organizations in connection with structuring joint ventures, affiliations and strategic alliances with business entities, including forming limited liability companies, drafting joint operating agreements and forming partnerships.
• Served as regular outside counsel to several private foundations, providing services in connection with both routine corporate level transactions as well as in connection with private foundation excise tax matters.
• Obtained Section 501(c)(3) status for parents of multi-entity hospital systems, stand-alone hospitals, other health-related organizations, scientific research organizations, private foundations, arts organizations and other not-for-profit corporations.
• Served as special counsel to several private foundations requiring formal legal opinions or private letter rulings on virtually all types of private foundation excise taxes (excess business holdings, self-dealing, taxable expenditures).
• Assisted numerous Section 501(c)(3) corporations in planning and compliance related to unrelated trade or business income and unrelated debt financed income.
• Advised Section 501(c)(3) organizations regarding the establishment of affiliated lobbying organizations, political committees and trade organizations.
• Advised health care and other not-for-profit organizations in structuring lobbying activities, including compliance with Section 501(h).
• Represented many Section 501(c)(3) organizations in fiscal agency arrangements with non-Section 501(c)(3) organizations.
• Advised a wide variety of not-for-profit organizations on charitable fund raising structures and compliance, including forming auxiliaries, “friends of” organizations and related activities.
• Advised not-for-profit educational and health organizations on formation and operation of offshore captive insurance companies.
• Represented numerous not-for-profit organizations in structuring real estate investments and activities.
• Advised not-for-profit managed care plans on the implications of insurance activities.
• Represented numerous not-for-profit organizations in licensing arrangements and managing related tax issues.
• Assisted numerous not-for-profit organizations in developing for-profit subsidiary and for-profit holding company structures.
• Represented numerous not-for-profit and for-profit organizations in connection with obtaining private letter rulings on a variety of issues, including unrelated trade or business income, ERISA controlled groups, activities of qualified plans, status of VEBAs, taxation of real estate transactions, not-for-profit/for-profit joint ventures and tax ownership of leased equipment.
• Advised several New York metropolitan area hospital systems on physician practice acquisitions, physician incentive compensation and physician recruitment and retention programs.
• Assisted numerous not-for-profit corporations in IRS Form 990 planning and compliance.
• Advised trustees and senior management of numerous Section 501(c)(3) regarding issues under the “intermediate sanctions” rules regarding executive compensation and other potential “excess benefit transactions”.
• Obtained real property tax exemptions for many not-for-profit organizations.
• Developed conflict of interest policies for a broad spectrum of Section 501(c)(3) organizations.
• Represented numerous not-for-profit and for-profit corporations in audits and controversies involving federal, New York State and New York City tax authorities.
• Served as institution counsel for a variety of tax-exempt bond offerings involving hospitals and health care related borrowers.
• Served as institution counsel for a variety of debt restructurings involving transitions from taxable debt to tax-exempt debt, and vice versa.
• Served as developer’s counsel and also as investor’s counsel in low-income housing development projects and low-income housing tax-credit projects.
• Advised a wide spectrum of charitable organizations on establishing and maintaining endowment corporations.
• Advised many Section 501(c)(3) organizations on complex charitable giving structures, such as charitable remainder trusts and charitable lead trusts.
• Represented many non-profit organizations in obtaining and defending real property tax exemption, sales and other tax exemptions.

Lehmann is a graduate of Brown University (A.B., 1984), Columbia University School of Law (J.D., 1987) and New York University School of Law (LL.M., 1991). He is a member of the New York Bar.